REG - LondonStockExGroup - Waiver of Management Incentive Plan Lock-up

London Stock ExchangeAnnouncement

20/12/2023 07:00

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RNS Number : 3659X  London Stock Exchange Group PLC  20 December 2023

London Stock Exchange Group PLC

20 December 2023

 

London Stock Exchange Group plc

FOR IMMEDIATE RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION

20 December 2023

***

Waiver of Management Incentive Plan Lock-up

On or around 29 January 2024, shares in LSEG representing entitlements under
the management incentive plan, in which members of the then management of the
Refinitiv business participate, as described in the prospectus published by
LSEG on 9 December 2020 (the MIP), will be transferred by an entity owned by
the Consortium to the participants in the MIP pursuant to their entitlements
(the MIP Shares).

The Consortium is comprised of BCP York Holdings (Delaware) L.P. (an entity
owned by a consortium of certain investment funds affiliated with Blackstone
Inc. and including an affiliate of Canada Pension Plan Investment Board, an
affiliate of GIC Special Investments Pte. Ltd and certain other co-investors)
(BCP York), York Holdings II Limited (Holdings II) and York Holdings III
Limited (Holdings III) (entities owned indirectly by BCP York, Thomson Reuters
and certain other minority holders).

Pursuant to arrangements entered into prior to completion of LSEG's
acquisition of Refinitiv (Completion), the MIP Shares were subject to lock-up
restrictions under which the participants were not able to sell MIP Shares
until the fifth anniversary of Completion, subject to certain exceptions.
Under one such exception, from on or around 29 January 2024, the participants
in the MIP would be permitted to dispose of MIP Shares on a pro rata basis
with any disposals of shares in LSEG by Blackstone (including prior disposals
since Completion). As a result of such prior disposals by Blackstone, from on
or around 29 January 2024, the participants in the MIP would be permitted to
dispose of the majority of the MIP Shares, which in total are expected to
represent less than 1.1% of the Company's issued share capital as at the date
of this announcement.

In accordance with LR 9.6.17R of the Listing Rules, the Company announces that
it has agreed to waive the lock-up restrictions in relation to the MIP Shares
with effect from 29 January 2024. As a result, the MIP participants will be
permitted to dispose of the MIP Shares on or following that date. In deciding
to waive the lock-up restrictions, the Company has taken into account the fact
that no members of the LSEG Executive Committee are participants in the MIP.

Further details of the MIP can be found at page 73 of the prospectus published
by the Company dated 9 December 2020, which is available on the Company's
website
at https://www.lseg.com/investor-relations/reports-results-and-ma/acquisition-refinitiv
(https://www.lseg.com/investor-relations/reports-results-and-ma/acquisition-refinitiv)
.

- Ends -

For further information, please contact:

London Stock Exchange Group plc
Lucie Holloway, Rhiannon Davies
(Media)                                  +44
(0)20 7797 1222

Peregrine Riviere, Chris Turner
(Investors)
ir@lseg.com

 

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This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
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